Your Directors have pleasure in presenting the 31^st Board's Report of the Company for the financial year ended March 31,2025,
along with the Audited Standalone and Consolidated Financial Statements of the Company and Auditors' Report thereon.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previous year's figures is given hereunder:

(Amount in ' lakh except EPS)

2. STATE OF COMPANY’S AFFAIRS

The financial year under review presented a number
of challenges, with several adverse factors impacting
the Company's operations. However, through prudent
management and robust risk mitigation strategies,
the Company demonstrated resilience and remained
steadfast in navigating these headwinds.

I n the financial year 2024-25, the Company recorded a
1.68% increase in revenue from operations compared to
the previous year. Despite this growth, the Profit After Tax
(PAT) declined by 18.44%, reflecting the pressures faced
during the year.

A detailed analysis of the Company’s performance,
including key developments and strategic responses,
is provided in the Management Discussion and Analysis
(MDA) Report. This forms an integral part of the Annual
Report, in compliance with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. CONSOLIDATED FINANCIAL PERFORMANCE
REVIEW AND ANALYSIS

The Company achieved the consolidated revenue
from operations of ' 1,44,856.84 Lakh for the year
ended March 31, 2025 reflecting a decrease of 2.31%
as compared to ' 1,48,281.45 Lakh in the previous

year. The Company earned consolidated net profit
of ' 32,808.46 Lakh in the year ended March 31,
2025 marking a decline of 22.94% as compared to
' 42,575.88 Lakh reported in the previous year.

4. CAPITAL STRUCTURE

The Board of Directors of your Company at its meeting
held on May 09, 2024, approved sub-division of every 1
(One) equity share of ' 10/- (Rupees Ten Only) each into
5 (five) equity shares of face value of ' 2/- (Rupees Two
Only) each and the same was subsequently approved by
the shareholders at their Extraordinary General Meeting
held on June 05, 2024.

The Board of Directors had fixed June 27, 2024, as
the record date for the split of equity shares in the
aforesaid manner.

Accordingly, the Authorized Share Capital of the
Company stands at ' 50,00,00,000/- (Rupees Fifty
Crore Only) divided into 25,00,00,000 equity shares of
' 2/- (Rupees Two Only) each.

Rights Issue of equity shares and detachable
warrants

During the financial year 2022-23, the Board approved
raising funds through a Rights Issue and formed a
dedicated Rights Issue Committee to oversee the
process. Subsequently, on March 24, 2023, the
Committee approved the allotment of 6,38,131 fully
paid equity shares at ' 700 each, including a premium
of ' 690 per share. Alongside each share, 17 detachable
warrants were issued—totaling 1,08,48,227 warrants—
also priced at ' 700 each, with ' 175 payable on
application and the balance upon conversion.

The warrants carried a tenure of 18 months from
allotment, with a final conversion date of September 23,
2024. Warrants not exercised by this date were set to
lapse and holders would forfeit the right to equity shares

Conversion of warrants into equity shares

During the financial year 2024-25, the Rights Issue
Committee approved the allotment of fully paid-up equity
shares as detailed below, pursuant to the conversion of
detachable warrants, upon receipt of the conversion
amount of ' 525/- (Rupees Five Hundred Twenty-Five
only) per warrant, being the balance amount payable for
such conversion:

- 10,51,032 fully paid-up equity shares were allotted
at a face value of ' 10/- (Rupees Ten Only) each
(before the sub-division of equity shares of
the Company) and

- 2,08,14,585 fully paid-up equity shares were
allotted at a face value of ' 2/- (Rupees Two
Only) each (after the sub-division of equity shares
of the Company),

During the warrant-to-equity conversion process, your
Company successfully converted 1,08,37,144 warrants
pursuant to the exercise of warrants out of a total of
1,08,48,227 warrants issued. As September 23, 2024,
was the final date for exercising the warrants, a balance
of 11,083 warrants remained unexcercised as on that
date and the same were accordingly forfeited.

Statement of Deviation or Variation

During the financial year 2024-2025, the Company has
received the funds of ' 2,73,73,23,225/- (Rupees Two
Hundred and Seventy-Three Crore Seventy-Three Lakh
Twenty-Three Thousand Two Hundred Twenty-Five
only) in aggregate during the financial year towards
warrants conversion amount. The said funds received
towards warrants conversion amount have been utilized
exclusively for the purpose(s) as specified in the Letter
of Offer and there is no deviation or variation in the
utilization of the said funds.

Employees Stock Option Scheme

The Company has in force the following Employee Stock
Option Schemes, which were framed under the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021:

1. Share India Employees Stock Option Scheme, 2022

2. Share India Employees Stock Option Scheme - II

Share India Employees Stock Option Scheme,
2022

Pursuant to the approval of the Members on
February 24, 2022 vide Postal Ballot, the Company
adopted Share India Employees Stock Option Scheme,
2022 (‘Share India ESOS 2022') and implemented
it to reward the eligible employees as selected by the
Nomination and Remuneration Committee (also referred
to as “NRC/Committee/Compensation Committee”), for
their performance and to motivate them to contribute
to the growth and profitability of the Company and
also to retain them by way of issuing stock options.
Share India ESOS 2022 was implemented for grant of,
not exceeding, 6,00,000 options in aggregate, entitling
the employees to get 1 (one) equity share of face value
of ' 10/- (Rupees Ten Only) for each option by paying
an exercise price of ' 10- (Rupees Ten Only) per option.
Options granted under Share India ESOS 2022 would
vest in the employees on such respective dates being
the dates falling immediately after the expiry of one year
from the date of acceptance of the options granted to
the respective employees.

With effect from June 27, 2024, pursuant to the
sub-division (split) of the Company's equity share from 1
(one) equity share of ' 10/- (Rupees Ten only) each into
5 (five) equity shares of ' 2/- (Rupees Two only) each,

the number of options granted under the Share India
ESOS 2022 got adjusted from 6,00,000 to 30,00,000.
Consequently, each option now entitles the employees
to receive 1 (one) equity share of face value of ' 2/-
(Rupees Two Only) upon payment of an exercise price of
' 2/- (Rupees Two only) per option.

Share India Employees Stock Option Scheme - II

Pursuant to the approval of the members at their Annual
General Meeting held on September 22, 2022, the
Company adopted Share India Employees Stock Option
Scheme - II (‘Share India ESOS II') and implemented
it to reward the eligible employees as selected by the
Nomination and Remuneration Committee (also referred
to as “NRC/Compensation Committee/Committee”)], for
their performance and to motivate them to contribute to
the growth and profitability of the Company and also to
retain them by way of issuing stock options. Share India
ESOS II was implemented for grant of, not exceeding,
1,00,000 options in aggregate, entitling the employees
to get 1 (one) equity share of face value of ' 10/-
(Rupees Ten Only) for each option by paying an exercise
price, at par value or such higher price as determined by
NRC, upon the vesting thereof. Options granted under
Share India ESOS II would vest subject to the minimum
vesting period of one year between grant of Options and
vesting of Options. The maximum vesting period may
extend up to five years from the date of grant of Options
at the discretion of and in the manner prescribed
by the Committee.

With effect from June 27, 2024, pursuant to the
sub-division (split) of the Company's equity shares from
1 (one) equity share of ' 10/- (Rupees Ten only) each
into 5 (five) equity shares of ' 2/- (Rupees Two only)
each, the number of options granted under the Share
India ESOS II got adjusted from 1,00,000 to 5,00,000.
Consequently, each option now entitles the employees
to receive 1 (one) equity share of face value of ' 2/-
(Rupees Two Only) upon payment of an exercise price of
' 2/- (Rupees Two only) per option.

Further, based on the recommendation(s) of the
Nomination & Remuneration Committee and the Board
of Directors, the shareholders of the Company, at the
30^th Annual General Meeting held on September 25,
2024, approved an increase in the aggregate number
of options that may be granted under the Scheme
from 5,00,000 (Five Lakh) options to 10,00,000 (Ten
Lakh) options. This approval resulted in the addition
of 5,00,000 options to the existing permissible pool
under the Scheme, thereby enabling the Nomination &
Remuneration Committee to identify and grant options
to a broader base of eligible employees.

During the year 2024-25, the Committee has:

a) allotted 1,37,060 fully paid-up equity shares of
face value of ' 10/- (Rupees Ten Only) upon

exercise of 1,37,060 options under the Share
India ESOS 2022; and

b) granted 1,20,933 options to the eligible employees
of the Company under the Share India ESOS 2022.

Further, after the closure of financial year 2024-25 till the
finalization of this Report, the Committee has:

a) allotted 6,04,665 fully paid-up equity shares of face
value of ' 2/- (Rupees Two Only) each upon exercise
of 6,04,665 options Share India ESOS 2022; and

b) allotted 1,250 fully paid-up equity shares of face
value of ' 2/- (Rupees Two Only) each upon
exercise of 1,250 options Share India ESOS II.

I n compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 a certificate
from the Secretarial Auditors confirming implementation
of the above Schemes have been obtained.

The statutory disclosures as mandated under Rule 12(9)
of the Companies (Share Capital and Debentures) Rules,
2014 and the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are available on
the Company's website at https://www.shareindia.com/
wp-content/uploads/data/uploads/Investor Relations
Files/IRFile Name 2024-25.pdf.

Pursuant to the split/sub-division of the equity shares of
the Company, allotments made under the Employees
Stock Option Schemes and conversion of warrants into
equity shares as mentioned above, the paid-up share
capital of the Company as on March 31, 2025 was
' 43,64,39,230 (Rupees Forty-three crore sixty-four lakh
thirty-nine thousand two hundred thirty rupees only) and
' 43,76,51,060 (Rupees Forty-three crore seventy-six
lakh fifty-one thousand sixty rupees only) as on date
of this Report.

Your Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
Further, it has also not issued any Sweat Equity Shares.

5. NON-CONVERTIBLE DEBENTURES

The Board of Directors of your Company, at its meeting
held on October 29, 2024, approved to raise up to
' 100,00,00,000/- (Rupees One hundred Crores
Only) through the issuance of up to 10,000 secured,
rated, listed, taxable, redeemable, fully paid-up
Non-Convertible Debentures (NCDs) of ' 1,00,000
(One Lakh) each, including a Green Shoe Option of
5,000 NCDs of ' 1,00,000/- each (Rupees One Lakh
Only) through Private Placement and authorised the
Finance Committee of the Company to undertake all
necessary actions and steps required for the successful
issuance of the NCDs.

The Finance Committee of the Company, by passing
a resolution at its meeting held on June 04, 2025,
approved the issuance of up to 10,000 NCDs of
' 1,00,000/- each (Rupees One Lakh Only), aggregating
to ' 100,00,00,000/- (Rupees One Hundred Crore Only)
including a Green Shoe Option of up to 5,000 NCDs of
' 1,00,000/- each (Rupees One Lakh Only), aggregating
to ' 50,00,00,000/- (Rupees Fifty Crore Only), to be
issued in two series, i.e. Series A and Series B, each with
an issue size of up to 5,000 NCDs of ' 1,00,000/- each
(Rupees One Lakh Only), aggregating to ' 50,00,00,000/-
(Rupees Fifty Crores Only) including a Green Shoe Option
of up to 2,500 NCDs of ' 1,00,000/- each (Rupees One
Lakh Only), aggregating to ' 25,00,00,000/- (Rupees
Twenty-Five Crore Only).

Pursuant to the same, on June 23, 2025, in compliance
with applicable regulations prescribed by Securities
Exchange Board of India, applicable provisions of the
Companies Act, 2013 and other applicable regulatory
requirements, the Company successfully allotted the
5,000 NCDs under Series A and 4,990 NCDs under
Series B — and raised aggregate of ' 99,90,00,000/-
(Rupees Ninety-nine crore ninety lakh rupees only).

The brief terms of issuance of the NCDs are as follows:

The proceeds from the issuance of NCDs were utilised
exclusively for the purpose(s) as specified in the Private
Placement Offer Letter and there is no deviation or
variation in the utilization of the said funds.

6. SHIFTING OF REGISTERED OFFICE

The Board of Directors of the Company at their meeting
held on July 25, 2024, approved the shifting of registered
office address of the Company from “1701-1703,
17^th Floor, Dalal Street Commercial Co-operative
Society Limited, Road 5E, Block 53, Zone 5, Gift City,
Gandhinagar, Gujarat-382355” to “Unit no. 615 and
616, 6^th Floor, X-Change Plaza, Dalal Street Commercial
Co-operative Society Limited, Road 5E, Block 53, Zone
5, Gift City, Gandhi Nagar, Gujarat-382355” with effect
from August 01,2024.

Further, during the financial year, the Postal Department,
Government of India, vide its circular/memo no.
A2/17/Gift City/2023-24, changed the PIN code of Gift
City - Gujarat from “382355” to “382050.”

Accordingly, the registered office address of the
Company is “Unit no. 615 and 616, 6^th Floor, X-Change
Plaza, Dalal Street Commercial Co-operative Society
Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi
Nagar, Gujarat-382050”

7. DIVIDEND

During the year under review, the Company has paid the
following interim dividends:

1^st interim dividend: ' 0.40/- (Forty Paise Only) per equity
share of face value of ' 2/- (Rupees Two Only) each;

2^nd interim dividend: ' 0.50/- (Fifty Paise Only) per equity
share of face value of ' 2/- (Rupees Two Only) each; and

3^rd interim dividend: ' 0.20/- (Twenty Paise Only) per
equity share of face value of ' 2/- (Rupees Two Only) each.

We are pleased to inform that the Board of Directors at
its meeting held on May 23, 2025, recommended a final
dividend of ' 0.25/- (Twenty-Five Paise Only) per equity
share of face value of ' 2/- (Rupees Two Only) each for
financial year 2024-25 to Members of the Company.

Pursuant to Regulation 43A of the Listing Regulations,
the Board of Directors of the Company has
formulated and adopted a Dividend Distribution Policy.
The said policy is available on the website of the
Company https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630686.pdf .

8. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year under review, the Company was not
required to transfer any amount/shares to the Investor
Education and Protection Fund.

9. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any
deposits from public within the meaning of Sections
73 and 76 of the Companies Act, 2013 (‘Act') read
with Companies (Acceptance of Deposits) Rules,
2014 during the financial year ended March 31, 2025.
Therefore, the details in terms of Rule 8(5)(v) and 8(5)
(vi) of the Companies (Accounts) Rules, 2014 are not
required to be provided.

10. TRANSFER TO RESERVES

There is no amount proposed to be transferred to
reserves for financial year 2024-25.

11. ANNUAL RETURN

In accordance with Section 92(3) read with Section
134(3)(a) of the Act, the Draft Annual Return of the
Company for the financial year ended March 31, 2025
is available on the Company's website and can be
accessed at https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/
form-MGT7-24-2025.pdf.

12. SUBSIDIARIES/JOINT VENTURES/
ASSOCIATES

The Company has following Subsidiaries as on
March 31,2025:

Notes:

1. During the year under review, Silveriest Securities Research
Private Limited, a subsidiary ot the Company has been
incorporated with the Registrar ot Companies, Gujarat,
on July 03, 2024.

2. Total Securities Overseas Limited, which was a wholly-owned
Subsidiary ot the Company has been liquidated and currently
the same is under the process ot winding up.

The policy for determining Material Subsidiaries
as approved by the Board is uploaded on the
Company’s website and can be accessed at the
web-link: https://www.shareindia.com/wp-content/

uploads/data/uploads/Investor Relations Files/IRFile
Name 1676523490.pdf.

Pursuant to the provisions of Section 129(3) of the Act, a
statement containing the salient features of the financial
statements of our subsidiaries for the financial year
ended March 31,2025, in the prescribed format AOC-1,
is attached to the Consolidated Financial Statements
of the Company (refer note no. 64 of Consolidated
Financial Statements).

Highlights of the financial performance of our Subsidiaries
& Wholly-owned Subsidiaries as on March 31, 2025 is
annexed herewith as Annexure - 8.

13. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of
your Company during the financial year 2024-25.

14. SCHEME OF AMALGAMATION OF
SILVERLEAF CAPITAL SERVICES PRIVATE
LIMITED WITH THE COMPANY

The Scheme of proposed Amalgamation of Silverleaf
Capital Services Private Limited with the Company and
their respective shareholders and creditors, was approved
by the Board of Directors of both the said companies,
at their respective meetings held on March 18, 2024.
The scheme is subject to the necessary approvals from
regulatory, statutory and other authorities, as may be
required by the Hon’ble NCLT or under applicable law.

Further, pursuant to the shareholders resolution dated
June 5, 2024, the corporate action of sub- division of

Equity Shares was done effective on and from June 27,
2024, whereby every 1 equity share of ' 10/- (Rupees
Ten each) of the Company got split into 5 equity
shares of ' 2/- (Rupees Two each) of the Company.
The Scheme was updated accordingly to give effect
to the aforementioned corporate action by the Board
of Directors of your Company at their meeting held on
August 05, 2024.

Subsequently, the Company filed an updated application
with the Stock Exchanges and received No-Objection
Letters from BSE dated July 09, 2025 and from NSE
dated July 11, 2025, for the aforesaid draft Scheme of
Amalgamation under the applicable provisions of the
Listing Regulations, read with the relevant SEBI Circulars.

In accordance with the applicable provisions, the
Company is currently in the process of filing the first
motion petition with the Hon'ble NCLT to initiate with the
next steps for the proposed Amalgamation.

15. DETAILS OF DIRECTORS OR KEY

MANAGERIAL PERSONNEL APPOINTED /
RESIGNED DURING THE YEAR

During the year under review:

1. Mr. Sanjib Singh ceased to be an Independent
Director of the Company with effect from close
of business hours of April 15, 2024, pursuant to
completion of his tenure as an Independent Director
of the Company.

2. Mr. Mohammad Rubaid Khan resigned as
Independent Director of the Company with effect
from close of business hours on April 24, 2024.

3. The Members of the Company via postal ballot dated
May 23, 2024, based on the recommendation of
the Nomination and Remuneration Committee and
the Board of Directors, regularized the appointment
of Mr. Rajendran C. Veerappan (DIN: 00460061),
Dr. Ananta Singh Raghuvanshi (DIN: 02128559)
and Mr. Subhash Chander Kalia (DIN:00075644)
as Independent Directors of the Company for
a term of 5 consecutive years with effect from
March 28, 2024. In terms of Rule 8(5)(iiia) of the
Companies (Accounts) Rules, 2014, as amended,
the Board of Directors state that in the opinion of
the Board, all the Directors whose appointments as
Independent Directors of the Company have been
approved by the Shareholders during the financial
year 2023-24, are persons of integrity and possess
relevant expertise and experience.

4. Pursuant to the provisions of Section 152(6) of
the Companies Act, 2013, Mr. Rajesh Gupta (DIN:
00006056), Ms. Saroj Gupta (DIN: 00013839)
and Mr. Suresh Kumar Arora (DIN: 00412523)

Directors of the Company, who retired by rotation
were re-appointed by the shareholders of the
Company at 30^th Annual General Meeting held on
September 25, 2024.

Further, the Members of the Company at aforesaid
Annual General Meeting re-appointed Mr. Kamlesh Vadilal
Shah (DIN: 00378362) as the Managing Director
and Mr. Vijay Girdharlal Vora (DIN: 00333495) as the
Whole-time Director of the Company for a period of 5
(five) consecutive years on expiry of their present term of
office, i.e., with effect from January 16, 2025.

I n accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Sachin Gupta
and Mr. Vijay Girdharlal Vora, Directors of the Company,
are due to retire by rotation at the forthcoming Annual
General Meeting and being eligible, have offered
themselves for re-appointment. The Board of Directors,
based on the recommendation(s) of the Nomination
and Remuneration Committee, has recommended their
re-appointment.

In compliance with Regulation 36(3) of the Listing
Regulations and Secretarial Standard-2 on General
Meetings, brief resume and other information of
all the Directors proposed to be re-appointed is
provided in the Notice.

16. DECLARATION GIVEN BY INDEPENDENT
DIRECTORS

The Independent Directors of the Company have
submitted declarations stating that they continue to
meet the criteria as set out for Independent Directors
under Section 149(6) of the Act and Regulation 16 of the
Listing Regulations.

The Independent Directors have also complied with the
Code for Independent Directors as per Schedule IV of
the Companies Act, 2013. Further, the Independent
Directors have been exempted from/successfully
qualified, the online proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs.

17. NOMINATION AND REMUNERATION POLICY

The Board has adopted a Nomination and Remuneration
Policy recommended by Nomination and Remuneration
Committee in terms of the provisions of Section 178 of
the Act and Regulation 19 of the Listing Regulations,
read with Part D of Schedule II thereto.

The objective of the Policy is to ensure that:

• The level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel(s)
and Senior Management Personnel(s) of the quality
required to run the Company successfully;

• Relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

• Remuneration to Directors, Key Managerial
Personnel(s) and Senior Management Personnel(s)
involves a balance between fixed and incentive
pay reflecting short and long-term performance
objectives appropriate to the working of the
Company and its goals.

Further, the Board of Directors of the Company at
its Meeting held on August 21, 2024, has amended
the Nomination and Remuneration Policy thereby
broadening the terms of reference of the Nomination and
Remuneration Committee and incorporating the criteria
for determining positive attributes of Directors and the
provisions relating to the performance evaluation of the
Directors, the Board and its Committees, in the said
Policy (which were earlier covered under the Performance
Evaluation Policy and later integrated with the Nomination
and Remuneration Policy of the Company).

A copy of said policy is placed on the website of the
Company at https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630639.pdf.

18. MEETING OF THE BOARD AND
COMMITTEES

The Company's Board is constituted in compliance with
the Act and Listing Regulations. The Board functions
either as a full Board or through various Committees
constituted to oversee specific areas. The Board has,
inter alia, constituted requisite mandatory Committees,
viz., Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee. The constitution of these
Committees are in compliance with the provisions of the
Act and Listing Regulations.

The Board of Directors of the Company meets at regular
intervals to discuss and decide on business policy
and strategy apart from other business. The Board of
Directors met seven times during financial year 2024-25.

The details of composition, terms of reference and
meetings held and attended by the Director and the
Committee members of Audit Committee, Nomination
and Remuneration Committee, Stakeholders'
Relationship Committee, Corporate Social Responsibility
Committee and Risk Management Committee are
provided in the Corporate Governance Report, annexed
as Annexure - 1 to this Report.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your
Directors confirm that:

a) i n the preparation of the annual accounts, the
applicable accounting standards have been
followed and that there are no material departures;

b) they have, in the selection of the accounting
policies, consulted the Statutory Auditors and these
have been applied consistently and reasonable
and prudent judgments and estimates have been
made so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2025 and of the profit of the Company for the year
ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) t he Directors have prepared the annual accounts
on a going - concern basis;

e) they have laid down Internal Financial Control
followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and the systems were adequate and
operating effectively.

20. STATUTORY AUDITOR & AUDITORS’

REPORT

M/s. SVP & Associates, Chartered Accountants (Firm
Registration No. 003838N), had completed their term as
Statutory Auditors of the Company on conclusion of 30^th
Annual General Meeting held on September 25, 2024.

M/s. MSKA & Associates, Chartered Accountants (Firm
Registration no. 105047W), was appointed by the
members of the Company as the Statutory Auditors of
the Company for a term of 5 consecutive years, starting
from the conclusion of 30^th Annual General Meeting
till the conclusion of 35^th Annual General Meeting
of the Company.

M/s. MSKA & Associates, Chartered Accountants, have
confirmed their eligibility and qualification required under
the Act for holding the office as Auditors of the Company.

The notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call
for any further comments. The Auditors' Report does
not contain any qualification, reservation, adverse
remark or disclaimer.

During the year under review, the Auditors had not
reported any matter under Section 143(12) of the Act,
therefore, no detail is required to be disclosed under
Section 134(3)(ca) of the Act.

21. INTERNAL AUDITORS

The Board of Directors, at its meeting held on August 21,
2024, appointed M/s TKG & Associates as the Internal
Auditors of the Company for the financial year 2024-25.
Accordingly, M/s TKG & Associates have conducted the
internal audit for the said financial year.

Further, the Board of Directors, at its meeting held
on July 30, 2025, appointed M/s Anshul K Jain &
Co. as the Internal Auditors of the Company for the
financial year 2025-26.

22. SECRETARIAL AUDITOR & SECRETARIAL
AUDITORS’ REPORT

As per provisions of Section 204 of the Act, the Board of
Directors of the Company had appointed M/s Abhishek
Gupta & Associates, Company Secretaries, as the
Secretarial Auditor of the Company to conduct the
Secretarial Audit for the financial year 2024-25.

The Secretarial Auditors' Report for the financial year

2024- 25, does not contain any qualification, observation
or adverse remarks and therefore, in the opinion of
the Directors, do not call for any further explanation.
The Secretarial Audit Report for the financial year
ended March 31, 2025, is annexed to this Report
as Annexure - 2A.

Pursuant to the requirements under Section 204 of
the Companies Act, 2013 and Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has recommended the
appointment of M/s Abhishek Gupta & Associates,
Company Secretaries (Certificate of Practice no.
12262), as Secretarial Auditors of the Company, for a
term of 5 (five) consecutive years from financial year

2025- 26 to financial year 2029-30.

M/s. Abhishek Gupta & Associates, Company
Secretaries, have confirmed their eligibility and
qualification required under the Act for holding the office
as Secretarial Auditors of the Company.

Further, in terms of Regulation 24A of the Listing
Regulations, Secretarial Audit Report in respect of the
Material Subsidiary of the Company, namely Share India
AlgoPlus Private Limited, is annexed to this Report
as Annexure - 2B.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The full particulars of the loans given, investment made
or guarantee given or security provided and the purpose
for which the loan or guarantee or security is proposed
to be utilized, if any, as per the provisions of Section 186
of the Act are provided in the notes accompanying the
Standalone Financial Statements.

24. PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into
during the financial year 2024-25 were on an arm's
length basis and were in the ordinary course of business.
During the year, the Company did not enter into any
contract / arrangement / transaction with related parties
which could be considered material in accordance with
the related party transactions policy of the Company
or which is required to be reported in Form AOC-2
prescribed under Section 134(3)(h) of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014.

For the purpose of determination of related party, related
party transactions and review mechanism relating
to such transactions, the Company has formulated
the related party transactions policy. The same is
published on the website of the Company and can be
accessed at https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1665656991.pdf.

Further, your attention is also drawn to the Related Party
disclosures as set out in Note no. 55 of the Standalone
Financial Statements.

25. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.

There have been no material changes and commitments
affecting the financial position of the Company since the
close of the financial year ended March 31,2025 and till
the date of this report.

26. ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of individual Directors, the
Board and Committees was conducted in accordance
with the provisions of the Act and the Listing Regulations.

The Nomination and Remuneration Committee of
the Board has defined the evaluation criteria and
mechanism for assessing the performance of the
Board, its Committees and individual Directors and is
also responsible for overseeing the evaluation process
and presenting a summary of the results to the
Board of Directors.

The Board evaluated its own performance after seeking
inputs from all the Directors and the performance
of the Committees was evaluated by the Members
of the Committee on the basis of criteria such as the
composition, effectiveness and whether adequate
independence of the Committee is ensured from the
Board. The Performance Evaluation of Individual Directors
was done by all the Directors except the Director being
evaluated on the basis of criteria such as actively taking
initiatives with respect to various areas, understanding
and fulfilment of functions as assigned by Board and law
and participation in the meetings.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors and the
Board as a whole was evaluated. In the said meeting, the
Independent Directors also evaluated the performance
of Chairman of the Board, taking into account the views
of Executive and Non-Executive Directors and further
assessed the quality, quantity and timeliness of flow of
information between the Company's Management and
the Board that is necessary for the Board to effectively
and reasonably perform their duties.

Every Director was required to fill the questionnaire
related to the performance of the Board, its Committees
and individual Directors except himself by rating the
performance on each question. On the basis of the
response to the questionnaire, a matrix reflecting the
ratings was formulated and collated by the Nomination
and Remuneration Committee and provided to Chairman
of Board which was then presented/placed before
Board by Chairman. The Board was satisfied with the
evaluation results.

27. ADDITIONAL DISCLOSURE AS PER

SCHEDULE V READ WITH REGULATION 34
(3) OF THE LISTING REGULATIONS

a) Related Party Disclosure

The Company is in compliance with Ind AS 24
‘Related Party Disclosures. For further details,
please refer to Note No. 55 forming part of
Standalone Financial Statements.

b) Management Discussion and Analysis Report

The Management Discussion and Analysis Report
forms an integral part of this Report and is annexed
as Annexure - 3.

c) Corporate Governance Report

The Corporate Governance Report forms an integral
part of this Report and is annexed as Annexure - 1.

d) Declaration by Chief Executive Officer

A declaration duly signed by Chief Executive Officer
stating that the members of Board of Directors

and Senior Management Personnel have affirmed
compliance with the code of conduct for Board of
Directors and Senior Management is annexed to
the Corporate Governance Report. Please refer
Annexure - 1, i.e., Corporate Governance Report
for more details.

e) Compliance Certificate

The Compliance Certificate regarding compliance
of conditions of Corporate Governance forms part
of the Corporate Governance Report, which is
annexed as Annexure - 1.

f) Disclosures with respect to Demat Suspense
Account/ Unclaimed Suspense Account

As on March 31, 2025, there were no securities
in the Demat Suspense Account/ Unclaimed
Suspense Account.

g) Disclosure of certain types of agreements
binding listed entities

During the financial year 2024-25, there were no
transactions with respect to the agreements as per
clause 5A of part A of para-A of Schedule III, of the
Listing Regulations.

28. CONSERVATION OF ENERGY AND
TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy
intensive, the management has been highly conscious of
the importance of conservation of energy and technology
absorption at all operational levels and efforts are made
in this direction on a continuous basis.

In view of the nature of activities which are being carried
on by the Company, the particulars as prescribed
under Section 134(3)(m) of the Act read with rule 8
of the Companies (Accounts) Rules, 2014 regarding
Conservation of Energy and Technology Absorption
are not applicable to the Company and hence have
not been provided.

29. FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company has incurred an expenditure of ' 15.73
Lakhs in foreign exchange and has earned ' 160.38 Lakhs
in foreign exchange during the financial year 2024-25.

30. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial
Standards on Meetings of the Board of Directors
(SS-1) and Secretarial Standards on General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India (ICSI).

31. BUSINESS RISK MANAGEMENT

Your Company follows a Risk Management framework
with an endeavor to enhance the control environment
by mitigating the risk and reducing their impact on the
business of the Company within the acceptable levels.
It has been carried out in a phased manner wherein due
emphasis is being given on identification, assessment
and mitigation thereof through economic control of
those risks that endanger the assets and business
of the Company.

To achieve the aforesaid objectives, the Board of
Directors of your Company has framed the Risk
Management Policy to identify, assess and mitigate the
risks associated with the business of the Company.

Further details on the Risk Management activities
including the implementation of risk management policy,
key risks identified and their mitigation are covered in
Management Discussion and Analysis section, which
forms part of the Annual Report.

32. COST RECORDS AND COST AUDIT REPORT

I n terms with the provisions of Section 148 of the Act
read with the Companies (Cost Records and Audit) Rules
2014, maintenance of cost records and appointment of
Cost Auditors is not applicable on your Company.

33. CODE OF CONDUCT FOR PROHIBITION OF
INSIDER TRADING

Your Company's Code of Conduct to Regulate, Monitor
and Report Trading in Securities by Designated Persons
and Immediate Relatives covers the Directors, Key
Managerial Persons, persons forming part of promoter(s)/
promoter group(s) and such other designated employees
of the Company and their relatives, who are expected to
have access to unpublished price sensitive information
relating to the Company. The Directors, Key Managerial
Persons, persons forming part of promoter(s)/promoter
group(s), designated employees and their relatives are
restricted from buying, selling and dealing in the shares
of the Company while in possession of unpublished
price sensitive information about the Company as well
as during the period of trading window closure.

The Board of Directors has approved and adopted
the Code of Conduct to Regulate, Monitor and Report
Trading in Securities by Designated Persons and their
respective Immediate Relatives. The Board has also
approved the Code for Fair Disclosure in line with SEBI
(Prohibition of Insider Trading) Regulations, 2015.

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility Committee in compliance with the
provisions of Section 135 of the Act read with

the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

With its focus on Corporate Social Responsibility
(“CSR”) activities, your Company has incorporated
Share India Smile Foundation (“Smile Foundation”) as
its wholly-owned subsidiary. Your Company has been
undertaking CSR activities through Smile Foundation
i.e., the philanthropic arm of the Share India Group, on
a significant scale, upholding the belief that corporates
have a special and continuing responsibility towards
social development.

As a part of its initiative under the CSR drive, the
Company has undertaken projects through Smile
Foundation, in the areas of promoting education and
healthcare, including special education and healthcare.
These projects are in accordance with Schedule VII of the
Act and the Company's CSR policy. The CSR Committee
of the Company helps the Company to frame, execute,
monitor and review the CSR activities of the Company.

The CSR Policy is available on the website of the
Company https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1660630773.pdf.

The Annual Report on CSR activities of the Company
during the year under review is attached hereto
as Annexure - 4.

35. VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism Policy,
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of
the Company's Code of Conduct or ethics policy.
The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism
and also provides for direct access to the Chairman of
the Audit Committee. It is affirmed that no personnel
of the Company have been denied access to the Audit
Committee. A copy of Company's vigil mechanism policy
is available on the Company's Website and may be
accessed at https://www.shareindia.com/wp-content/
uploads/data/uploads/Investor Relations Files/IRFile
Name 1686225825.pdf .

36. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

During the year under review, the Independent Directors
of the Company held two separate meetings on July 25,
2024 and March 18, 2025.

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25(3) of SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, at the meeting held on March 18,
2025, the Independent Directors at the meeting, inter
alia, reviewed the following:

- Performance of Non-Independent Directors and
Board as a whole;

- Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and Non-Executive Directors;

- Assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

37. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by
the Regulators or Courts or tribunal impacting the going
concern status and Company's operations in future.

38. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to
financial statements as designed and implemented
by the Company are proper, adequate and operating
effectively. The Company's internal control system is
commensurate with its size, scale and complexities of its
operations. The Board has appointed Internal Auditors
to further strengthen the Internal Financial Controls.
Internal Auditors directly reports to the Audit Committee
of the Company. During the year under review, no
material or serious observation has been received from
the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.

39. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
form part of this Report and is annexed as Annexure - 5.

In accordance with the provisions of Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, a statement containing names of top ten
employees in terms of remuneration drawn and the
particulars of other employees as required under the
aforesaid Rules, forms part of this report as Annexure - 6,
which can be accessed by writing to the Company Secretary
at secretarial@shareindia.com. In line with the provisions of
Section 136(1) of the Act, the Report and Accounts, as
set out therein, are being sent to all the Members of your
Company, excluding the aforesaid statement, which will be
available for inspection upon request by the Members.

40. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and
secure environment to its women employees across
its functions, as they are an integral and important
part of the organization. Your Company has in place
an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act,
2013 (“POSH ACT”). Also, adequate workshops and
awareness programmes against sexual harassment are
conducted across the organization to ensure that secure
working environment is provided to the female staff.
An Internal Complaints Committee (ICC) with requisite
number of representatives has been set up to redress
complaints relating to sexual harassment, if any, received
from women employees and other women associates.

The following is a summary of sexual harassment
complaints received and closed during the

financial year 2024-25:

• Number of complaints of sexual harassment
received in the year: NIL

• Num ber of complaints disposed off

during the year: NIL

• Number of cases pending for more than ninety
days: Not Applicable

• Number of workshops or awareness programmes
of the POSH ACT carried out: 2 Sessions for all
employees of the Company on Awareness session
on POSH at the workplace

• Nature of action taken by the Company to
make the workplace a respectful and safe place
for all employees: Posters and conducting of
Awareness Sessions

41. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company is committed to upholding the rights and
welfare of its employees and ensures full compliance
with all applicable labour laws, including the provisions of
the Maternity Benefit Act, 1961.

During the financial year, the Company has fully complied
with the provisions of the Maternity Benefit Act, 1961,
as amended from time to time. All eligible women
employees were granted maternity leave and related
benefits in accordance with the Act. The Company also
ensures that no discrimination is practiced at any stage
of employment on the grounds of maternity.

The Company remains committed to fostering a safe,
inclusive and supportive work environment that promotes
the well-being of all employees.

42. DIRECTORS AND OFFICERS INSURANCE

In compliance with Regulation 25(10) of the Listing
Regulations, the Company has taken Directors and
Officers Insurance Policy to provide coverage against the
liabilities arising on them.

43. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report
(“BRSR”) describing the initiatives taken by the Board
from an Environmental, Social and Governance
perspective is forming part of the Annual Report and is
annexed herewith as Annexure - 7.

44. OTHER DISCLOSURES

During the year under review:

i . No application has been made or any proceedings

are pending under the Insolvency and Bankruptcy
Code, 2016 against the Company.

i i. The Company has not entered into any one-time

settlement with any Bank or Financial Institution.

45. ACKNOWLEDGEMENT

Your Directors would like to express their sincere
appreciation for the co-operation and assistance
received from the Company's Bankers, Stock
Exchanges, Regulatory Bodies, Stakeholders and other
business associates who have extended their valuable
sustained support and encouragement during the
year under review.

Your Directors also wish to place on record their deep
sense of gratitude and appreciation for the commitment
displayed by all executives, officers and staff at all levels
of the Company, resulting in the successful performance
of the Company during the year under review. We look
forward to your continued support in the future.

On behalf of the Board of Directors
For Share India Securities Limited

Sd/-

Parveen Gupta

Date: September 04, 2025 Chairman & Managing Director
Place: Noida DIN: 00013926